Exhibit
10.2

    


    NUTRITION
21, INC.

    


    AWARD
AGREEMENT

    


    


    THIS
AGREEMENT, made as of
December 2, 2009 by and between Nutrition 21, Inc., a New York corporation (the
“Company”) and ________________ (the “Grantee”).

    


    WITNESSETH:

    


    WHEREAS, the Grantee is now an
employee of the Company and the Company desires to afford the Grantee an
opportunity to acquire, or enlarge, stock ownership in the Company so that the
Grantee may have a direct proprietary interest in the Company’s
success:

    


    NOW, THEREFORE, in
consideration of the covenants and agreements herein contained, the parties
hereto hereby agree as follows:

    


    1.    Grant of
Award.  Pursuant to the provisions of the Nutrition 21, Inc. 2005
Stock Plan (the “Plan”), the Company hereby grants to the Grantee, subject to
the terms and conditions of the Plan and subject further to the terms and
conditions herein set forth, the following:

    


    (a)    the right,
pursuant to the Plan, to purchase from the Company all or any part of an
aggregate of ______ shares of Common Stock ($.005 par value) of the Company at
the purchase price of $0.__ per share (the “Stock
Options”).  The Stock Options are intended to be Incentive Stock
Options under Section 422 of the Internal Revenue Code of 1986, as
amended.

    


    
      	
               
      

            	
              (i)    Such
      Stock Options shall vest and be exercisable as to one-half of such shares
      on December 2, 2009 (the “Grant Date”), and as to an additional one-half
      of such shares on _______.

            


    

    


    
      	
               
      

            	
              (ii)    Such
      Stock Options shall expire ten (10) years from the Grant Date or 89 days
      after termination of employment, whichever is
  earlier.

            


    

    


    
      	
               
      

            	
              (iii)    Any
      exercise of such Stock Options shall be accompanied by a written notice to
      the Company specifying the number of shares as to which the Stock Options
      are being exercised.

            


    

    


    
      	
               
      

            	
              (iv)    At the
      time of any exercise, the purchase price shall be paid in cash, unless the
      Company offers a cashless exercise alternative.  In that event,
      Grantee may elect to pay in cash or use the cashless exercise alternative.
      The purchase price equals the number of shares as to which the Stock
      Options are being exercised multiplied by the purchase price per
      share.  The Company will make all necessary tax withholding at
      the time of exercise, in the manner and to the extent provided for by
      law.

            


    

    


    
      	
               
      

            	
              (v)    The
      Stock Options are not transferable other than by will or by the laws of
      descent and distribution.  During the lifetime of Grantee, the
      Stock Options shall be exercisable only by the
  Grantee.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (vi)    The
      Grantee shall have no rights as a stockholder with respect to any shares
      of Common Stock subject to the Stock Options prior to the date of issuance
      of a certificate or certificates for such
  shares.

            


    

    


    2.    Sale of
Shares.  Grantee agrees to advise the Company of the sale of shares
acquired by exercise of Stock Options, including the date(s) of sale, number of
shares and price(s).

    


    2.    Compliance
With Law and Regulations.  This award and the obligations of the
Company hereunder, shall be subject to all governmental laws, rules and
regulations and to such approvals by any government or regulatory agency as may
be required.

    


    3.    Grantee Bound
By Plan.  The Grantee hereby acknowledges receipt of a copy of the
Plan and agrees to be bound by all the terms and provisions
thereof.  To the extent that this agreement is silent with respect to,
or in any way inconsistent with the terms of the Plan, the provisions of the
Plan shall govern.

    


    4.    Notices.  Any
notices hereunder to the Company shall be sent to the following address:
Nutrition 21, Inc., 4 Manhattanville Rood, Purchase, NY 10577, USA, Attention:
Vice President Legal; and any notice hereunder to the Grantee shall be sent to
Grantee at Grantee’s residence or work location.

    


    


    IN WITNESS WHEREOF, Nutrition
21, Inc. has caused this Agreement to be executed by an authorized officer of
the Company and the Grantee has executed this Agreement, both as of the day and
year first above written.

    


    
      
        	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	General
      Counsel	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Grantee/Employee
      Signature